UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



(Mark One)



|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|--- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2012



|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|---- |  | ----------------------------------------------------------------------------------------



For the transition period
fromto



Commission File Number: 000-53643



Aurios Inc.

(Exact name of registrant as specified in its
charter)



|Arizona                                                        |  | 86-1037558                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



7608 N. Shadow Mountain Rd.

Paradise Valley, AZ 85253

(Address of principal executive offices)



(602) 321-1313

(Registrant’s telephone number, including
area code)



|                                                                                  
|----------------------------------------------------------------------------------
|(Former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     	[X] Yes	   [  ] No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).	     [  ] Yes	   [X] No



Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and
“a smaller reporting company” in Rule 12b-2 of the Exchange Act.





|Large accelerated filer [  ]                                                 | Accelerated filer [  ]       
|---------------------------------------------------------------------------- | -----------------------------
|Non-accelerated filer [  ] (Do not
    check if a smaller reporting company) | Smaller reporting company [X]





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes  	[X]
No



Indicate the number of shares outstanding of
each of the issuer’s classes of common stock, as of the latest practicable date:



|Class                      |  | Outstanding
    at August 11, 2012
|-------------------------- |  | ----------------------------------
|Common Stock, no par value |  | 3,678,000                         




















FORM 10-Q

AURIOS
INC.

June 30, 2012

TABLE OF CONTENTS



|                               |  | Page                                                                                                                
|------------------------------ |  | --------------------------------------------------------------------------------------------------------------------
|PART I – FINANCIAL INFORMATION |  |                                                                                                                     
|                               |  |                                                                                                                     
|Item
1.                        |  | Financial Statements                                                                                                
|                               |  |                                                                                                                     
|                               |  | Condensed Balance Sheets—As of June 30, 2012 (Unaudited) and December 31, 2011                                      
|                               |  | Condensed Statements of Operations (Unaudited)—for the three and six months ended June 30, 2012 and 2011            
|                               |  | Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the six months ended June 30, 2012 (Unaudited)
|                               |  | Condensed Statements of Cash Flows (Unaudited) for the six months ended June 30, 2012 and 2011                      
|                               |  | Notes to Condensed Financial Statements (Unaudited)                                                                 
|                               |  |                                                                                                                     
|Item 2.                        |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                               
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                          
|Item 4.                        |  | Controls and Procedures.                                                                                            
|                               |  |                                                                                                                     
|PART II – OTHER INFORMATION    |  |                                                                                                                     
|                               |  |                                                                                                                     
|Item 1.                        |  | Legal Proceedings                                                                                                   
|Item 1A.                       |  | Risk Factors                                                                                                        
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                         
|Item 3.                        |  | Defaults Upon Senior Securities                                                                                     
|Item 4.                        |  | Mine Safety Disclosures                                                                                             
|Item 5.                        |  | Other Information                                                                                                   
|Item 6.                        |  | Exhibits                                                                                                            
|                               |  |                                                                                                                     
|Signatures                     |  | 9                                                                                                                   
|Exhibits                       |  |                                                                                                                     
|Certifications                 |  |                                                                                                                     





2









AURIOS
INC.

CONDENSED
BALANCE SHEETS



|                                                                                                                                                                    |  | (Unaudited)       |          |   |                       |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | --------------------- | -
|                                                                                                                                                                    |  | June
    30, 2012 |          |   | December
    31, 2011 |  
|                                                                                                                                                                    |  |                   |          |   |                       |  
|ASSETS                                                                                                                                                              |  |                   |          |   |                       |  
|Current Assets:                                                                                                                                                     |  |                   |          |   |                       |  
|Cash                                                                                                                                                                |  | $                 | 2,788    |   |                       | $
|Accounts receivable                                                                                                                                                 |  |                   | 719      |   |                       |  
|Prepaid expenses and other assets                                                                                                                                   |  |                   | 1,994    |   |                       |  
|Inventory                                                                                                                                                           |  |                   | 3,881    |   |                       |  
|Total Assets                                                                                                                                                        |  | $                 | 9,382    |   |                       | $
|                                                                                                                                                                    |  |                   |          |   |                       |  
|LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)                                                                                                                    |  |                   |          |   |                       |  
|Current Liabilities:                                                                                                                                                |  |                   |          |   |                       |  
|Accounts payable                                                                                                                                                    |  | $                 | 91,571   |   |                       | $
|Deferred income                                                                                                                                                     |  |                   | -        |   |                       |  
|Accrued interest                                                                                                                                                    |  |                   | 19,495   |   |                       |  
|Notes payable -  related party, net of discount                                                                                                                     |  |                   | 118,369  |   |                       |  
|Total Liabilities                                                                                                                                                   |  |                   | 229,435  |   |                       |  
|                                                                                                                                                                    |  |                   |          |   |                       |  
|Stockholders' Equity / (Deficit):                                                                                                                                   |  |                   |          |   |                       |  
|Common stock - no par value;
    90,000,000 shares authorized, 3,678,000 shares issued and outstanding at     June 30, 2012 and December 31, 2011,
    respectively |  |                   | 197,795  |   |                       |  
|Additional paid-in capital                                                                                                                                          |  |                   | 37,124   |   |                       |  
|Accumulated deficit                                                                                                                                                 |  |                   | (454,972 | ) |                       |  
|Total Stockholders' Equity/(Deficit)                                                                                                                                |  |                   | (220,053 | ) |                       |  
|Total Liabilities and Stockholders' Equity / (Deficit)                                                                                                              |  | $                 | 9,382    |   |                       | $



The
Accompanying Notes are an Integral

Part of
the Condensed Financial Statements



F-1







AURIOS
INC.

CONDENSED
STATEMENTS OF OPERATIONS

(Unaudited)



|                                            |  | Three Months Ended |           |   | Six Months ended |  
|------------------------------------------- |  | ------------------ | --------- | - | ---------------- | -
|                                            |  | June 30            |           |   | June 30,         |  
|                                            |  | 2012               |           |   | 2011             |  
|                                            |  |                    |           |   |                  |  
|Sales                                       |  | $                  | -         |   |                  | $
|                                            |  |                    |           |   |                  |  
|Cost of Sales                               |  |                    | -         |   |                  |  
|                                            |  |                    |           |   |                  |  
|Gross Profit                                |  |                    | -         |   |                  |  
|                                            |  |                    |           |   |                  |  
|General and Administrative Expenses         |  |                    | 33,122    |   |                  |  
|                                            |  |                    |           |   |                  |  
|Loss from Operations                        |  |                    | (33,122   | ) |                  |  
|                                            |  |                    |           |   |                  |  
|Other (Income) / Expense                    |  |                    | (24,150   | ) |                  |  
|Interest Expense                            |  |                    | 1,710     |   |                  |  
|                                            |  |                    |           |   |                  |  
|Net Income / (Loss) (Unaudited)             |  | $                  | (10,682   | ) |                  | $
|                                            |  |                    |           |   |                  |  
|Basic net income / (loss) per common share  |  | $                  | (0.00     | ) |                  | $
|Diluted net income per common share         |  |                    | N/A       |   |                  |  
|                                            |  |                    |           |   |                  |  
|Basic weighted average shares outstanding   |  |                    | 3,678,000 |   |                  |  
|Diluted weighted average shares outstanding |  |                    | N/A       |   |                  |  



The
Accompanying Notes are an Integral

Part of
the Condensed Financial Statements



F-2







AURIOS
INC.

CONDENSED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)

For
the six months ended June 30, 2012

(Unaudited)



|                                                              |  |              |           |  |         |  |         |             |  |  | Total         | 
|------------------------------------------------------------- |  | ------------ | --------- |  | ------- |  | ------- | ----------- |  |  | ------------- | 
|                                                              |  |              |           |  |         |  |         | Additional  |  |  | Stockholders' | 
|                                                              |  | Common Stock |           |  | Paid-in |  |         | Accumulated |  |  | Equity        | 
|                                                              |  | Shares       |           |  | Amount  |  |         | Captial     |  |  | Deficit       | 
|                                                              |  |              |           |  |         |  |         |             |  |  |               | 
|Balance at December 31, 2011                                  |  |              | 3,678,000 |  |         |  | 197,795 |             |  |  | 37,124        | 
|Net income for the six months ended June 30, 2012 (Unaudited) |  |              | -         |  |         |  | -       |             |  |  | -             | 
|Balance at June 30, 2012 (Unaudited)                          |  |              | 3,678,000 |  |         |  | 197,795 |             |  |  | 37,124        | 



The
Accompanying Notes are an Integral

Part of
the Condensed Financial Statements





F-3







AURIOS
INC.

CONDENSED
STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                         |  | Six Months Ended |        
|---------------------------------------------------------------------------------------- |  | ---------------- | -------
|                                                                                         |  | June 30,         |        
|                                                                                         |  | 2012             |        
|                                                                                         |  |                  |        
|Cash flows from operating activities:                                                    |  |                  |        
|Net Income (Loss)                                                                        |  | $                | 8,418  
|Adjustments to reconcile net
    income (loss) to net cash used by operating activities: |  |                  |        
|Amortization of debt discount                                                            |  |                  | 1,702  
|Changes in Assets and Liabilities:                                                       |  |                  |        
|Accounts receivable                                                                      |  |                  | 1,531  
|Prepaid expenses                                                                         |  |                  | (1,994 
|Inventory                                                                                |  |                  | (1,686 
|Accounts payable                                                                         |  |                  | 1,632  
|Deferred income                                                                          |  |                  | (16,500
|Accrued interest                                                                         |  |                  | 2,422  
|                                                                                         |  |                  |        
|Net cash used by operating activities                                                    |  |                  | (4,475 
|                                                                                         |  |                  |        
|Net change in cash and cash equivalents                                                  |  |                  | (4,475 
|                                                                                         |  |                  |        
|Cash and cash equivalents at beginning of period                                         |  |                  | 7,263  
|                                                                                         |  |                  |        
|Cash and cash equivalents at end of period                                               |  | $                | 2,788  
|                                                                                         |  |                  |        
|Supplemental Information:                                                                |  |                  |        
|Interest paid                                                                            |  | $                | 1,000  
|Income taxes paid                                                                        |  | $                | -      



The
Accompanying Notes are an Integral

Part of
the Condensed Financial Statements



F-4











AURIOS
INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



|                                                                                     
|-------------------------------------------------------------------------------------
|
|Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates







Presentation
of Interim Information



The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP)
for interim financial information and with the instructions to Form 10-Q for smaller reporting companies. Accordingly, they do
not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction
with our December 31, 2011 Annual Report filed on Form 10-K. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with GAAP have been condensed or omitted, as permitted by the SEC, although we believe
the disclosures made are adequate to make the information presented not misleading. Further, the condensed financial statements
reflect, in the opinion of management, all normal recurring adjustments necessary to fairly present our financial position at June
30, 2012 and the results of our operations and cash flows for the periods presented. The December 31, 2011 condensed balance sheet
data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations
for the six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year.



Nature
of Corporation



Aurios Inc. (the “Company” or “we”)
is a corporation which was formed under the laws of the State of Arizona on August 7, 2001. Its principal business activity is
the marketing of vibration and motion control technology to the audio/video markets. The Company’s sales occur throughout
the United States.



Use of Estimates



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. Significant estimates are used when accounting for stock-based compensation, as well
as the recoverability of inventory, and the collectability of accounts receivable. These are discussed in the respective notes
to the financial statements.



RevenueRecognition



The Company derives
its revenues primarily from the sale of vibration and motion control devices through sales from the Company’s website and
its distributors. Revenues are recognized at the time the sale is completed and shipped. Once shipped, title to the products, as
well as the risks and rewards of ownership, passes to the customers.



AdvertisingCosts



Advertising costs are expensed
as incurred. The Company incurred no advertising expense for the six months ended June 30, 2012 and 2011.



Cash
and Cash Equivalents



For financial accounting purposes, cash and
cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less.





F-5











AURIOS
INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (Continued)



|                                                                                                 
|-------------------------------------------------------------------------------------------------
|
|Summary
of Significant Accounting Policies, Nature of Operations and Use of Estimates (Continued)





Accounts
Receivable



The Company
provides for potentially uncollectible accounts receivable by use of the allowance method. The allowance is provided based upon
a review of the individual accounts outstanding and the Company’s prior history of uncollectible accounts receivable. As
of June 30, 2012 and December 31, 2011, there was no provision for uncollectible trade accounts receivable. The Company does not
accrue interest charges on delinquent accounts receivable. The accounts are generally

unsecured.



Inventory



Inventories
are stated at the lower of cost (first-in, first-out method) or market value. The Company regularly assesses inventory quantities
on hand and records provisions for excess and obsolete inventory based primarily on our estimated forecast of product demand. Inventories
at June 30, 2012 were determined using a perpetual inventory system with periodic counts.



Deferred
Income Taxes



Deferred
income taxes are provided for on an asset and liability method, whereby deferred tax assets and liabilities are recognized for
deductible temporary differences and operating loss carryforwards. Deferred tax liabilities are recognized for taxable temporary
differences. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that the carry forwards will
not be utilized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date
of enactment.



Discount
on Debt



During
the year ended December 31, 2010, the Company issued convertible debt instruments together with detachable warrants. This
resulted in a beneficial conversion feature and the value of the warrants creating a discount on the debt. The intrinsic value
of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately
from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note
payable. This discount is amortized over the period from the date of issuance to the date the note is due using the straight line
method which approximates the effective interest method. If the note payable is retired prior to the end of its contractual term,
the unamortized discount is expensed in the period of retirement to interest expense.

In general, the beneficial conversion feature
is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included
in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.



New Accounting Pronouncements



There have been no recent accounting pronouncements
issued which are expected to have a material effect on the Company’s financial statements.



F-6









AURIOS
INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (Continued)



|                                                                                                 
|-------------------------------------------------------------------------------------------------
|Note
1                                                                                           
|Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates (Continued)



Stock-Based Compensation



The Company
recognizes stock-based compensation based on the fair value of the award on the date of grant. The fair value of option
grants and warrants is estimated as of the date of grant utilizing the Black-Scholes option-pricing model.



Earnings Per Share



The earnings
per share accounting guidance provides for the calculation of basic and diluted earnings per share. Basic earnings per share
includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in
the earnings of an entity.



For the three months ended June 30, 2012 warrants
to purchase 247,489 shares of the Company’s common stock were not included in the determination of diluted loss per share,
as they were antidilutive, and would decrease the loss per share.In addition, the Company had notes payable and related
accrued interest as of June 30, 2012 that were convertible into 263,613 shares of common stock, which also would have been anti-dilutive
and have been excluded in the calculation of loss per share.



For the six months ended June 30, 2012 warrants
to purchase 247,489 shares of the Company’s common stock were included in the determination of diluted earnings per share
as the average price of the Company’s common stock for the six months ended June 30, 2012 was above the exercise price of
the aforementioned warrants in accordance with the Treasury Stock Method under ASC 260 to calculate diluted earnings per share.
The Company also had notes payable and related accrued interest, which were convertible into 263,613 shares of common stock as
of June 30, 2012. The Company used the If Converted Method under ASC 260 to calculate diluted earnings per share related to the
notes payable. Accordingly, $1,581 of interest expense related to the convertible notes for the six months ended June 30, 2012
was excluded in arriving at net income available to common shareholders.



Earnings per share for the three and six months
ended June 30 are calculated as follows:









|                                                                 |  | Three Months Ended |           |   | Six Months Ended |  
|---------------------------------------------------------------- |  | ------------------ | --------- | - | ---------------- | -
|                                                                 |  | June 30,           |           |   | June 30,         |  
|                                                                 |  | 2012               |           |   | 2011             |  
|Basic earnings per share:                                        |  |                    |           |   |                  |  
|Net income (loss) available to common shareholders               |  | $                  | (10,682   | ) |                  | $
|Weighted average common shares outstanding                       |  |                    | 3,678,000 |   |                  |  
|Basic Earnings per share                                         |  | $                  | (0.00     | ) |                  | $
|                                                                 |  |                    |           |   |                  |  
|Diluted earnings per share:                                      |  |                    |           |   |                  |  
|Net income (loss) available to common shareholders               |  |                    | N/A       |   |                  |  
|Weighted average common shares outstanding                       |  |                    | 3,678,000 |   |                  |  
|Effect of dilutive securities:                                   |  |                    |           |   |                  |  
|Warrants convertible to common stock                             |  |                    | N/A       |   |                  |  
|Notes payable and accrued interest convertible to common stock   |  |                    | N/A       |   |                  |  
|Weighted average common and common equivalent shares outstanding |  |                    | N/A       |   |                  |  
|Diluted earnings per share                                       |  |                    | N/A       |   |                  |  





Fair Values of Financial Instruments



The carrying amounts of certain financial instruments,
including cash and cash equivalents, accounts receivable, accounts payable, deferred income, and short-term loans approximate their
fair values because of the relatively short-term maturity of these instruments.



F-7









AURIOS
INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (Continued)



|                          
|--------------------------
|Note 2                    
|Related Party Transactions





The Company has a note payable to a related
party, TGE, in the amount of $44,121 as of June 30, 2012 and December 31, 2011, bearing interest at a rate of 8.25%. All outstanding
principal and interest was due and payable on December 15, 2010. In December 2010, the note and accrued interest were extended
from December 15, 2010 until January 15, 2012. In January 2012, the note and accrued interest were further extended from January
15, 2012 until January 15, 2013. As of June 30, 2012 and December 31, 2011, there was accrued interest in the amount of $14,659
and $13,818, respectively.



On March 26, 2010, TGE, the Company’s
affiliate and former parent, assigned the Company its federally registered trademark “Aurios” in consideration for
a payment of $100. On April 1, 2010, TGE assumed ownership from the Company of all parts and raw materials maintained in the inventory.
The Company now maintains only a finished goods inventory. Total purchases from TGE for the six months ended June 30, 2012 and
2011 were $6,090 and $1,750, respectively. In addition, during the six months ended June 30, 2012, the Company paid shipping costs
of $494 on behalf of TGE and is owed this amount as of June 30, 2012. The $494 receivable is included in prepaid expenses and other
assets on the condensed balance sheet at June 30, 2012.



On December 15, 2010, the Company issued convertible
promissory notes in the amount of $10,000 each to Ira J. Gaines, Paul Attaway, and Christian J. Hoffmann III, all of whom are principal
shareholders of the Company, for a total of $30,000 that they loaned to the Company. Each note bears interest at a rate of 6.0%
per annum with principal and interest due on December 14, 2011. In December 2011, the maturity date of the notes and, along with
accrued interest, were extended to December 14, 2012. The notes and any accrued interest are convertible into common stock of the
Company at a rate of $0.30 per share. As of June 30, 2012 and December 31, 2011, there was accrued interest on the notes of $2,819
and $1,909, respectively. In addition, each note holder was issued 33,333 common stock warrants for a total of 99,999 warrants.
The warrants vested immediately, have an exercise price of $0.30 per share and have a 10-year term expiring December 14, 2020.
As a result of the warrants and the conversion feature, a discount was recorded on the debt in the amount of $15,000. The discount
is amortized over the one-year term of the debt. During the six months ended June 30, 2012 and 2011, the Company recorded interest
expense related to the discount of $0 and $7,500, respectively. As of June 30, 2012 and December 31, 2011, there was $0 of non-amortized
discount netted against the carrying amount of the debt.



During the six months ended June 30, 2012 and
2011, the Company paid $13,583 and $11,802, respectively, in legal services to a law firm in which Christian J. Hoffmann, III principal
stockholder of Aurios is a partner. He also performed or supervised the legal services rendered by his law firm. As of June 30,
2012 and December 31, 2011, the Company owed the law firm $58,760 and $50,178, respectively. In addition, on December 31, 2010,
the Company issued a note to such firm representing $44,248 in outstanding invoices that the Company owed. The note bears interest
at a rate of 3.0% per annum, with all outstanding principal and interest due on January 15, 2012, or earlier upon the occurrence
of certain events. In January 2012, the maturity date of the note was extended to January 14, 2013. The note is convertible into
shares of the Company’s common stock at a rate of $0.30 per share. As of June 30, 2012 and December 31, 2011, there was accrued
interest on the note of $2,017 and $1,346, respectively. The law firm was also issued 147,490 common stock warrants, which vested
immediately, have an exercise price of $0.30 per share, and have a 10-year term expiring December 30, 2020. As a result of the
warrants and the conversion feature, a discount was recorded on the debt in the amount of $22,124. The discount is amortized over
the one year term of the debt. During the six months ended June 30, 2012 and 2011, the Company recorded interest expense related
to the discount of $1,702 and $10,211, respectively. As of June 30, 2012 and December 31, 2011, there was $0 and $1,702, respectively,
of non-amortized discount netted against the carrying amount of the debt.



F-8









AURIOS
INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (Continued)



|                                          
|------------------------------------------
|Note 2                                    
|Related
    Party Transactions (Continued)



A schedule of minimum future principal payments
on the above notes payable is as follows:



|Period Ending |      |  | Principal |   |         |          |  |   | Net    | 
|------------- | ---- |  | --------- | - | ------- | -------- |  | - | ------ | 
|June 30,      |      |  | Amount    |   |         | Discount |  |   | Amount | 
|              | 2013 |  |           | $ | 118,369 |          |  | $ | -      | 
|              |      |  |           |   |         |          |  |   |        | 
|              |      |  |           | $ | 118,369 |          |  | $ | -      | 





|                   
|-------------------
|Note 3             
|Accounts Receivable









Accounts Receivable consists of:



|                                       |  | June 30, 2012 |     |  | December 31, 2011 |  
|-------------------------------------- |  | ------------- | --- |  | ----------------- | -
|Accounts Receivable                    |  | $             | 719 |  |                   | $
|Less:  Allowance for Doubtful Accounts |  |               | -   |  |                   |  
|                                       |  | $             | 719 |  |                   | $



|                            
|----------------------------
|Note 4                      
|Concentration of Credit Risk









The Company maintains cash accounts at a financial
institution. At June 30, 2012 and December 31, 2011, the Company had no uninsured cash and cash equivalents.



For the six months ended June 30, 2012 and 2011, the Company made
93% and 96% of its sales to four customers. As of June 30, 2012 and December 31, 2011 receivables from these customers were $450
and $2,250, respectively.



|                   
|-------------------
|Note
5             
|Deferred
    Income



On November 10, 2011 the Company entered into
an agreement with FastLane Retail Systems, Inc. (“FastLane”) under which it agreed to negotiate only with FastLane
regarding a possible transaction until January 10, 2012. FastLane paid the Company $16,500 in consideration for entering into this
agreement. The payment was non-refundable except if the Company violated its terms. The agreement expired on January 10, 2012 with
no definitive agreement between the parties and the income was recognized at that time as other income.





F-9









AURIOS
INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (Continued)



|                           
|---------------------------
|Note 5                     
|Deferred Income (Continued)



On February 3, 2012 the Company entered into
another agreement with FastLane under which it agreed to negotiate only with FastLane regarding a possible transaction. FastLane
paid the Company $10,000 in consideration for entering into this agreement, which was to expire on March 30, 2012. The payment
was non-refundable except if the Company violated its terms. The agreement expired on March 30, 2012 with no definitive agreement
between the parties and the income was recognized at that time as other income.



On March 27, 2012 the Company entered into
another agreement with FastLane under which it agreed to negotiate only with FastLane regarding a possible transaction. FastLane
paid the Company $15,000 in consideration for entering into this agreement, which expired on May 1, 2012. The payment was non-refundable
except if the Company violated its terms. The agreement expired on May 1, 2012 with no definitive agreement between the parties
and the income was recognized at that time as other income.



On April 30, 2012 the Company entered into
another agreement with FastLane under which it agreed to negotiate only with FastLane regarding a possible transaction. FastLane
paid the Company $9,150 in consideration for entering into this agreement, which was to expire on May 30, 2012. The payment is
non-refundable except if the Company violates its terms. The agreement expired on May 30, 2012 with no definitive agreement between
the parties and the income was recognized at that time as other income.





|                              
|------------------------------
|Note 6                        
|Stockholders’ Equity (Deficit)









Stock Options:



The Company, under its 2007 Stock Option Plan,
is authorized to grant options for up to 625,000 shares of common stock, no par value. Options may be granted as incentive stock
options or nonqualified stock options. Incentive stock options shall not be granted at less than one hundred percent (100%) of
the fair market value of the common stock on the date of the grant, and have exercise terms of up to ten years with vesting periods
determined at the discretion of the Company’s board of directors. As of June 30, 2012 no stock options had been granted.



Warrants:



The fair value of warrant grants is estimated
as of the date of grant utilizing the Black-Scholes option-pricing model with the following weighted average assumptions for all
grants: 5 year expected life of warrants using the “plain vanilla method”, which management believes approximates the
actual expected term, risk-free interest rates of 2.01% - 2.11%, volatility of approximately 32.4%, and a 0% dividend yield.



On December 15, 2010, the Company granted warrants
to purchase shares of common stock at $0.30 per share to Ira Gaines, Paul Attaway, and Christian Hoffmann III, respectively all
of whom are principal shareholders of the Company, each were issued 33,333 common stock warrants for a total of 99,999 total warrants.
The warrants vested immediately, have an exercise price of $0.30 per share and have a 10 year term expiring December 14, 2020.
The Company valued the warrants at $0.10 per warrant using the Black-Scholes option pricing model.



On December 31, 2010, the Company granted 147,490
warrants to purchase shares of common stock at $0.30 per share to the law firm of Quarles & Brady LLP. The warrants vested
immediately, have an exercise price of $0.30 per share and have a 10 year term expiring December 30, 2020. The Company valued the
warrants at $0.10 per warrant using the Black-Scholes option pricing model.



F-10









AURIOS
INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (Continued)



|                                
|--------------------------------
|Note 6                          
|Stockholders’ Equity (Continued)









|Warrants Outstanding and Exercisable |        
|------------------------------------ | -------
|                                     |        
|                                     |        
|                                     |        
|                                     |        
|                                     |        
|Number of                            |        
|Shares                               |        
|                                     |        
|                                     | 247,489



|                
|----------------
|Note
    7      
|Income
    Taxes





The provisions for income tax expense consist
of the following:



|                                                 |  |   | Six
                                                                              Months Ended
                                                                              June 30, |  
|------------------------------------------------ |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|                                                 |  |   | 2012                                                                                                                                                                                  |  
|Deferred:                                        |  |   |                                                                                                                                                                                       |  
|Income tax (expense) /benefit at statutory rates |  | $ | (3,300                                                                                                                                                                                | )
|Valuation allowance of net operating loss        |  |   | 3,300                                                                                                                                                                                 |  
|                                                 |  |   |                                                                                                                                                                                       |  
|                                                 |  | $ | -                                                                                                                                                                                     |  



The Company’s deferred tax asset consists
of the following:



|                                |  | June 30, 2012 |          |   | December 31, 2011 |  
|------------------------------- |  | ------------- | -------- | - | ----------------- | -
|Deferred tax asset:             |  |               |          |   |                   |  
|Net operating loss carryforward |  | $             | 164,900  |   |                   |  
|Less:  Valuation allowance      |  |               | (164,900 | ) |                   |  
|                                |  |               |          |   |                   |  
|Net deferred tax asset          |  | $             | -        |   |                   | $



As of June 30, 2012 and December 31, 2011,
the Company had net operating loss carryforwards of approximately $423,000 and $432,000, respectively. The loss carryforwards,
unless utilized, will expire from 2027 through 2032.



Our federal and state tax returns are subject
to changes upon examination. For federal income tax purposes, years 2008 through 2012 are open for examination and for state income
tax purposes the years 2007 through 2012 are open for examination.



The Company’s policy is to classify any
interest and penalties to income taxes in the financial statements.



F-11











AURIOS
INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

|                 
|-----------------
|Note
    8       
|Going
    Concern





The Company has incurred an accumulated deficit
and has had negative cash flows from its operations. Realization of the Company’s assets is dependent upon the Company’s
ability to meet its future financing requirements and the success of future operations. These factors raise substantial doubt about
the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.



The Company has no expansion plans that would
require significant infusions of capital into its operations; however, it expects that it will need additional working capital
in the next twelve months if it does not generate positive cash flow from operations. No assurances can be given that the Company
will be able to raise such additional capital, when needed or at all, or that such capital, if available, will be on terms acceptable
to the Company. If the Company is unable to raise additional funds, it could be required to either substantially reduce or terminate
its operations.





F-12









|Item 2. |  | Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
|------- |  | --------------------------------------------------------------------------------------





Forward-Looking Statements



This Report on Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
The words “believe,” “expect,” “anticipate,” “intend,” “estimate,”
“may,” “should,” “could,” “will,” “plan,” “future,” “continue”
and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters
identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future
events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties,
a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements
contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability,
cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in
fact, transpire or prove to be accurate.



Factors that could cause or contribute to our
actual results differing materially from those discussed herein or for our stock price to be adversely affected include, but are
not limited to: (i) our history of declining operating results; (ii) our independent registered public accounting firm expressed
a going concern opinion; (iii) our ability to raise additional working capital that we may require and, if available, that such
working capital will be on terms favorable to us; (iv) our ability to implement our business plan; (v) uncertainties regarding
our ability to increase revenues and penetrate our market; (vi) economic and general risks relating to business; (vii) our ability
to manage our cost of production; (viii) our ability to protect our intellectual property through patents and other intellectual
property protection, as well as keep our AVT License, as defined below, in effect; (ix) our dependence on key personnel; (x) increased
competition or our failure to compete successfully; (xi) our ability to keep pace with technological advancements in our industry;
(xii) our ability to continue to comply with the Sarbanes-Oxley Act of 2002; (xiii) our nonpayment of dividends and lack of plans
to pay dividends in the future; (xiv) future sale of a substantial number of shares of our common stock that could depress the
trading price of our common stock, lower our value and make it more difficult for us to raise capital; (xv) our additional securities
available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock; (xvi) the price
of our stock is likely to be highly volatile because of several factors, including a relatively limited public float; and (xvii)
indemnification of our officers and directors.



As used in this Report, the terms “we,”
“us,” “our,” and “Aurios” mean Aurios Inc. unless otherwise indicated.



General



The following discussion should be read in
conjunction with our Financial Statements and notes thereto. The following discussion contains forward-looking statements, including,
but not limited to, statements concerning our plans, anticipated expenditures, the need for additional capital and other events
and circumstances described in terms of our expectations and intentions. You are urged to review the information set forth under
the captions for factors that may cause actual events or results to differ materially from those discussed below.



Overview



We were formed in August 2001 by our former
parent, TGE. Our corporate offices are located at 7608 N. Shadow Mountain Blvd., Paradise Valley, AZ 85253 and our telephone number
is (602) 321-1313.



We produce, market and distribute vibration
isolation products to the high-end audio and video markets in the United States and in certain foreign countries. Our products
are the Classic MIB, the PRO MIB, the Isotone MIB, the Series 100 Component Shelf, a shelf product, and Pivot Points, a spike mount
product.



Our vibration isolation products produce superior
sound quality by sharpening, not softening, the sound. AVT holds the patents respecting our products in the United States and Taiwan.
AVT has granted us a non-exclusive world-wide license to sell the products under the patents (“AVT License”). The AVT
License automatically renews every year as long as we are in compliance with its terms; however, the AVT License is terminable
by each of the parties under certain conditions. We pay AVT a royalty of 5% of our net sales under the license agreement. We outsource
the manufacture of our products to several qualified machine shops in the Phoenix metropolitan area. On March 26, 2010, TGE assigned
its federally registered trademark respecting the “Aurios” name to us in consideration of $100.





3







For the Three Months Ended June 30, 2012
and 2011



Results From Operations



Revenues



Since our inception, our
activities have focused on product and market development with a nominal level of operations. Revenues for the three months ended
June 30, 2012 and 2011 were $0 and $4,878, respectively. Revenues decreased for the three months ended June 30, 2012 due to no
demand from our distributors in the quarter.



Most of our sales are
made through audio equipment distributors, with the balance being direct retail sales. For the three months ended June 30, 2012,
there were no sales. For the three months ended June 30, 2011, 65% and 35% of sales were made through distributors, Music Direct
and RAM Technology, respectively. No other customer accounted for more than 10% of sales in either period.



Cost of Sales



The cost of sales on units
sold for the three months ended June 30, 2012 were $0 as there were no sales, compared to $890 (18.2% of revenues) for the three
months ended June 30, 2011.



Gross Margin



Gross margin for the three
months ended June 30, 2012 totaled $0 as there were no sales, compared to $3,988 (81.8% of revenues) for the three months ended
June 30, 2011.



Other Income



Other income for the three
months ended June 30, 2012 totaled $24,150 and related to two agreements we entered into with FastLane Retail Systems, Inc. providing
for exclusivity in negotiations between the parties for a possible transaction. We had no other income for the three months ended
June 30, 2011.



Operating Expenses



In the three months ended
June 30, 2012, we had expenses consisting of legal expenses of $13,583 and accounting expenses of $17,414 related to being publicly
held and for certain corporate matters. In the three months ended June 30, 2011, we had expenses consisting of legal expenses of
$5,847 and accounting expenses of $20,454 related to being publicly held.



Interest Expense



Interest expense was $1,710
and $10,566 for the three months ended June 30, 2012 and 2011, respectively. The decrease was primarily related to interest expense
from the issuance of convertible debt, common stock purchase warrants and a beneficial conversion feature on debt entered into
in the year ended December 31, 2010 and expensed primarily in 2011.



Income Tax Provision



The Company had a potential
tax provision benefit of approximately $4,100 and $13,600 for the three months ended June 30, 2012 and 2011, respectively, arising
from losses generated during the aforementioned periods. The Company has fully reserved against these benefits due to the uncertainty
of their realization.



Net Income / (Loss)



For
the reasons listed above, for the three months ended June 30, 2012 and 2011, the Company recorded a net loss of $10,682 and $34,851,
respectively, an increase in its net income of $24,169.



Basic and Diluted Loss per Share



The basic loss per share
was $0.00 for the three months ended June 30, 2012. The basic loss per share was <$0.01> for the three months ended June
30, 2011, for the reasons previously noted.



4











For the Six Months Ended June 30, 2012
and 2011



Results From Operations



Revenues



Since our inception, our
activities have focused on product and market development with a nominal level of operations. Revenues for the six months ended
June 30, 2012 and 2011 were $8,341 and $9,549, respectively. Revenues decreased primarily due to less demand from our distributors
in 2012.



Most of our sales are
made through audio equipment distributors, with the balance being direct retail sales. For the six months ended June 30, 2012,
29%, 27%, 26% and 11% of sales were made through distributors, Music Direct, Absolute Hi End, Non Stop Audio Co., and Mike McKool,
respectively. For the six months ended June 30, 2011, 38%, 29%, 18% and 11% of sales were made through distributors, Music Direct,
Roksan Trading Company, and Galen Carol Audio, respectively. No other customer accounted for more than 10% of sales in either period.



Cost of Sales



The cost of sales on units
sold for the six months ended June 30, 2012 totaled $6,150 (73.7% of revenues) compared to $3,455 (36.2% of revenues) for the six
months ended June 30, 2011. The cost of sales for the six months ended June 30, 2012 was higher as a percentage of revenues in
2011 due to an increase in the cost of materials for the products sold.



Gross Margin



Gross margin for the six
months ended June 30, 2012 totaled $2,191 (26.3% of revenues) compared to $6,094 (63.8% of revenues) for the six months ended June
30, 2011. The percentage decrease in gross margin was due primarily to higher material costs.



Other Income



Other income for the six
months ended June 30, 2012 totaled $50,650 and related to four agreements we entered into with FastLane Retail Systems, Inc. providing
for exclusivity in negotiations between the parties for a possible transaction. We had no other income for the six months ended
June 30, 2011.



Operating Expenses



In the six months ended
June 30, 2012, we had expenses consisting of legal expenses of $13,583 and accounting expenses of $22,414 related to being publicly
held. In the six months ended June 30, 2011, we had additional expenses consisting of legal expenses of $11,802 and accounting
expenses of $28,720 related to being publicly held.



Interest Expense



Interest expense was $5,123
and $21,113 for the six months ended June 30, 2012 and 2011, respectively. The decrease was primarily related to interest expense
from the issuance of convertible debt and common stock purchase warrants and a beneficial conversion feature on debt entered into
in the year ended December 31, 2010 and expensed primarily in 2011.



Income Tax Provision



The Company had a potential
tax provision (expense) / benefit of approximately $(3,300) and $22,800 for the six months ended June 30, 2012 and 2011, respectively,
arising from (income) / losses generated during the aforementioned periods. The Company has fully reserved against its benefits
from net operating losses due to the uncertainty of their realization.



Net Income / (Loss)



For
the reasons listed above, for the six months ended June 30, 2012 and 2011, the Company recorded net income / (loss) of $8,418 and
$(58,443), respectively, an increase in its net income of $66,861.





5







Basic and Diluted Income (Loss) per Share



The basic and diluted
earnings per share was $0.00 and $0.00 for the six months ended June 30, 2012, respectively. The basic and diluted loss per share
was <$0.02> for the six months ended June 30, 2011, for the reasons previously noted.



Liquidity and Capital Resources



Our independent registered
public accounting firm has rendered a going concern opinion. We provided for our cash requirements in 2010 and 2011 and into 2012
through the issuance of equity and debt, largely from capital from our three principal shareholders as well as the cash from our
other income. During the third quarter of 2011 our three principal shareholders loaned us $12,000. We intend to obtain the working
capital that we will require to operate for the next twelve months through the sale of debt or equity securities, deferral of payment
of certain accounts payable and, if we are able to, by generating operating income through increased sales. We can make no assurances
that we will be successful in this regard. If our revenues do not increase and our cash flow is not positive or not sufficient
to meet our working capital needs, we will need to seek to raise capital through the sale of our equity or debt securities. We
have no commitments for obtaining such financing and there can be no assurance that we could obtain the necessary funds or obtain
them on terms favorable to us. Any future financing may be on terms that substantially dilute the ownership interests of present
shareholders. If we are unable to raise sufficient additional capital as necessary, we may have to suspend or contract operations
or cease operations entirely, the financial statements do not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.



We do not anticipate that
we will have any large capital requirements over the next twelve months. In addition, we have relationships with third parties
through our connection with TGE who will manufacture small quantities of our products quickly and charge us the same lower prices
as we would be charged for larger orders, particularly in the current economic environment. Accordingly, we believe we can continue
to place smaller orders at favorable prices and will not have to allocate our working capital to the building of surplus inventory.



As of June 30, 2012, we
had a working capital deficit of ($220,053).



Capital Commitments



We had no material commitments
for capital expenditures.



Off-Balance Sheet Arrangements



There were no off-balance
sheet arrangements as of June 30, 2012 and December 31, 2011.



Critical Accounting Policies and Estimates



Our financial statements
are prepared in accordance with U.S. Generally Accepted Accounting Principles. Preparation of the statements in accordance with
these principles requires that we make estimates, using available data and our judgment, for such things as valuing assets, accruing
liabilities and estimating expenses. The following is a discussion of what we feel is the most critical estimate that we must make
when preparing our financial statements.



Recoverability of
Inventory.We assume that our inventory can be sold for at least its carrying cost.



Stock Based Compensation.The Company uses the Black-Scholes option pricing model to estimate fair value of warrant grants.



New Accounting Pronouncements



There have been no recent accounting pronouncements
issued which are expected to have a material effect on the Company’s financial statements.



|Item 3. |  | Quantitative and Qualitative Disclosures
About Market Risk
|------- |  | ----------------------------------------------------------



A smaller reporting company
is not required to provide the information required by this Item.





6







|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



Evaluation of Disclosure Controls and Procedures



We conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e))
of the Securities and Exchange Act of 1934 (the “Exchange Act”) as of June 30, 2012. This evaluation was carried out
under the supervision and with the participation of our President, Chief Executive Officer and Chief Financial Officer, Paul Attaway.
Based upon that evaluation, he has concluded that, as of June 30, 2012, our disclosure controls and procedures are effective to
provide reasonable assurance that material information required to be disclosed by us in this report was recorded, processed, summarized
and communicated to our management as appropriate and within the time periods specified in SEC rules and forms.



Disclosure controls and
procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.





Limitations on the Effectiveness of Internal
Controls



Our management does not
expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives
and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective
at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.



Changes in Internal Control Over Financial
Reporting



There have been no changes
in our internal controls over financial reporting, as such term is defined in Rules 13a – 15(f) and 15d – 15(f) under
the Exchange Act, during the quarter ended June 30, 2012 that have materially affected or are reasonably likely to materially affect
such controls.



PART II – OTHER INFORMATION



|Item 1. |  | Legal Proceedings.
|------- |  | ------------------







We are not a party
to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or
any beneficial holders of five percent or more of our voting securities are adverse to us or have a material interest adverse
to us.



|Item 1A. |  | Risk Factors.
|-------- |  | -------------



A smaller reporting
company is not required to provide the information required by this Item.



|Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- |  | ------------------------------------------------------------



None.





7









|Item 3. |  | Defaults upon Senior Securities.
|------- |  | --------------------------------



None.



|Item 4. |  | Mine Safety Disclosures.
|------- |  | ------------------------



None



|Item 5. |  | Other Information.
|------- |  | ------------------



None.



|Item 6. |  | Exhibits.
|------- |  | ---------



|Exhibit
        Number |  | Description of Exhibit                                                                                                                                                       
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1                   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|31.2                   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|32.1                   |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





8









SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                      | Aurios Inc.
|--------------------- | -----------
|                      |            
|Date: August 14, 2012 |            
|                      |            
|                      | By:        
|                      |            
|                      | Title:     
|                      |            



9